Australian Resident & Nominee Director Services

Resident and nominee director arrangements in Australia for overseas founders. Review company type, genuine oversight and appointment terms with Xavion.

The legal starting point

A standard Australian proprietary company needs at least one director ordinarily resident in Australia. Public companies need at least three directors, with at least two resident; crowd-funded proprietary companies have additional requirements.

Overseas owners looking to establish an Australian company need to separate the legal residency requirement from day-to-day management. A professional resident director must have enough information and authority to perform the role properly. We review the company type and proposed operations before exploring a suitable arrangement, subject to the professional’s acceptance.

Start with the right company type

For a standard Pty Ltd, at least one director must ordinarily reside in Australia. For a public company, the minimum is three directors, excluding alternates, with at least two ordinarily resident. A proprietary company with crowd-sourced funding shareholders requires at least two directors and a resident majority.

Do not use the one-director rule as a template for every company. The provider should verify company classification, director eligibility, required consent and director identification requirements before appointment.

ASIC does not recognise a director in name only

ASIC makes clear that there is no silent director or director in name only. A professional must understand and oversee company affairs. Financial records, solvency, reporting and the conduct of the business cannot be left outside the appointment scope.

The agreement should identify what the board can decide, what reporting the resident director receives and when specialist legal or accounting review is needed. Indemnity wording and any insurance coverage must be checked; neither makes unlawful conduct acceptable or removes all statutory liability.

Resident oversight without invented substance

Explain where sales, contracts, employees, assets and management actually sit. If the company has no Australian operations yet, say so. A resident director does not by itself prove tax residency, satisfy every regulatory requirement or make the company eligible for all financial services.

Companies involved in digital assets, financial products or other regulated activities need a separate licensing assessment. The professional may set activity restrictions or decline the engagement after reviewing the risk.

Ownership and banking checks

Company member records must correctly record whether shares are beneficially held, with relevant notifications when that status changes. This should not be confused with a promise that every ultimate owner is shown in a comprehensive public ASIC register.

Banks still assess the business, controllers and source of funds independently. We can discuss banking requirements alongside the director enquiry, but appointment acceptance and bank account approval are different decisions.

Resident director services for a new or existing Pty Ltd

For a new company, explain the intended Australian activity, ownership and who will manage daily operations. For an existing company, include the current board, why a replacement is needed and whether any filings or financial obligations are overdue. The proposed professional needs enough information to decide whether they can take the role.

Compare proposals on reporting frequency, access to accounts, decision authority, activity restrictions and the departure process, not just a headline fee. Ask who will coordinate director consent, director ID requirements, ASIC notifications and records handover. Do not assume an overseas director can obtain a resident appointment immediately or that a nominee label reduces responsibility.

What to prepare for the review

  • Standard Pty Ltd, public company or crowd-funded proprietary company status
  • Owners’ residence, group chart and Australian business purpose
  • Existing directors and the proposed reporting and signing arrangements
  • Operating budget, expected contracts and solvency oversight
  • Regulated activities, banking requirements and proposed appointment timing

Australia director questions

Must an Australian resident director be a shareholder?
The ordinary resident-director rule is not a requirement for local share ownership. Director eligibility, ownership reporting and any sector-specific requirements should be checked separately.
Is one resident director always enough?
No. That describes a standard proprietary company. Public companies require at least three directors, with at least two resident, and crowd-funded proprietary companies have additional board requirements.
Can an overseas owner run the business?
An overseas founder may participate in management, but the resident director must still perform genuine duties. The actual division of authority and the location of management need to be documented accurately.
Are fees and insurance included?
The enquiry is a free initial review. Appointment fees, deposits, scope, indemnity and any professional insurance must be confirmed with the proposed provider in writing; no standard coverage is assumed.
Is a nominee director different from an Australian resident director?
Resident describes the person’s residence. Nominee describes an appointment arrangement, not a lower standard of responsibility. A person used to meet the statutory residence requirement must qualify and carry out genuine director duties.

Official sources

Free initial review

Discuss your Australia director arrangement

Tell us the company jurisdiction, entity type, business activity, owners’ residence, reason for the appointment and whether the company is regulated. No identity documents in this first enquiry. Appointment availability and terms must be confirmed after review.

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General information, not legal or tax advice. Requirements depend on entity type, activity and current law. Any appointment is subject to local professional review, due diligence, provider acceptance and agreed terms. Xavion coordinates the enquiry and does not act as a regulator, bank or appointed director through this website.